e6vk
FORM
6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
As of 8/3/2011
Ternium S.A.
(Translation of Registrants name into English)
Ternium S.A.
29, Avenue de la Porte-Neuve
L-2227 Luxembourg
(352) 2668-3152
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover
Form 20-F or 40-F.
Indicate by check mark whether the registrant by furnishing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to Rule 12G3-2(b) under
the Securities Exchange Act of 1934.
If Yes is marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b):
Not applicable
The attached material is being furnished to the Securities and Exchange Commission pursuant to Rule
13a-16 and Form 6-K under the Securities Exchange Act of 1934, as amended.
This report contains Ternium S.A.s consolidated financial statements as of June 30, 2011.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TERNIUM S.A.
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By:
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/s/ Pablo Brizzio
Name: Pablo Brizzio
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By:
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/s/ Daniel Novegil
Name: Daniel Novegil
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Title: Chief Financial Officer
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Title: Chief Executive Officer |
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Dated: August 3, 2011
TERNIUM S.A.
CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS AS OF JUNE 30, 2011
AND FOR THE SIX-MONTH PERIODS
ENDED JUNE 30, 2011 AND 2010
29 Avenue de la Porte-Neuve, 3rd floor
L 2227
R.C.S. Luxembourg : B 98 668
TERNIUM S.A.
Consolidated condensed interim financial statements as of June 30, 2011
and for the six-month periods ended June 30, 2011 and 2010
(All amounts in USD thousands)
CONSOLIDATED CONDENSED INTERIM INCOME STATEMENTS
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Three-month period ended |
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Six-month period ended |
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June 30, |
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June 30, |
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Notes |
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2011 |
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2010 |
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2011 |
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2010 |
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(Unaudited) |
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(Unaudited) |
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Net sales |
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3 |
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2,345,628 |
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1,926,640 |
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4,492,501 |
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3,577,239 |
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Cost of sales |
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3 & 4 |
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(1,770,095 |
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(1,398,989 |
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(3,445,169 |
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(2,612,634 |
) |
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Gross profit |
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3 |
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575,533 |
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527,651 |
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1,047,332 |
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964,605 |
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Selling, general and administrative expenses |
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3 & 5 |
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(209,681 |
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(168,208 |
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(398,751 |
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(312,518 |
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Other operating (expenses) income, net |
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3 |
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(17,207 |
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(256 |
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(8,912 |
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599 |
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Operating income |
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3 |
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348,645 |
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359,187 |
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639,669 |
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652,686 |
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Interest expense |
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(25,053 |
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(18,461 |
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(40,439 |
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(37,381 |
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Interest income |
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13,239 |
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3,807 |
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19,864 |
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7,933 |
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Interest income Sidor financial asset |
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11 |
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3,080 |
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17,849 |
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6,872 |
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45,081 |
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Other financial income (expenses), net |
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6 |
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24,297 |
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(34,157 |
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94,053 |
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62,078 |
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Equity in earnings (losses) of associated
companies |
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313 |
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(661 |
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453 |
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(884 |
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Income before income tax expense |
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364,521 |
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327,564 |
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720,472 |
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729,513 |
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Income tax expense |
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(117,625 |
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(96,896 |
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(230,421 |
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(253,728 |
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Profit for the period |
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246,896 |
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230,668 |
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490,051 |
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475,785 |
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Attributable to: |
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Equity holders of the Company |
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197,716 |
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187,647 |
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402,406 |
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392,885 |
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Non-controlling interest |
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49,180 |
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43,021 |
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87,645 |
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82,900 |
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246,896 |
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230,668 |
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490,051 |
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475,785 |
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Weighted average number of shares
outstanding |
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1,963,076,776 |
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2,004,743,442 |
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1,973,666,094 |
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2,004,743,442 |
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Basic and diluted earnings per share for
profit attributable to the equity holders
of the company (expressed in USD per share) |
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0.10 |
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0.09 |
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0.20 |
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0.20 |
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The accompanying notes are an integral part of these consolidated condensed interim financial
statements. These consolidated condensed interim financial statements should be read in conjunction
with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31,
2010.
-2-
TERNIUM S.A.
Consolidated condensed interim financial statements as of June 30, 2011
and for the six-month periods ended June 30, 2011 and 2010
(All amounts in USD thousands)
CONSOLIDATED CONDENSED INTERIM STATEMENTS OF COMPREHENSIVE INCOME
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Three-month period ended |
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Six-month period ended |
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June 30, |
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June 30, |
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2011 |
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2010 |
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2011 |
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2010 |
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(Unaudited) |
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(Unaudited) |
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Profit for the period |
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246,896 |
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230,668 |
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490,051 |
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475,785 |
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Other comprehensive income: |
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Currency translation adjustment |
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10,735 |
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(51,057 |
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55,620 |
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6,754 |
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Changes in the fair value of
derivatives classified as cash flow hedges |
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5,195 |
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2,452 |
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11,459 |
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3,242 |
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Income tax relating to cash flow hedges |
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(1,559 |
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(735 |
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(3,438 |
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(972 |
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Other comprehensive income (loss) for the
period, net of tax |
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14,371 |
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(49,340 |
) |
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63,641 |
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9,024 |
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Total comprehensive income for the period |
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261,267 |
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181,328 |
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553,692 |
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484,809 |
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Attributable to: |
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Equity holders of the Company |
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214,376 |
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149,222 |
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470,738 |
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415,094 |
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Non-controlling interest |
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46,891 |
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32,106 |
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82,954 |
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69,715 |
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261,267 |
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181,328 |
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553,692 |
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484,809 |
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The accompanying notes are an integral part of these consolidated condensed interim financial
statements. These consolidated condensed interim financial statements should be read in conjunction
with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31,
2010.
-3-
TERNIUM S.A.
Consolidated condensed interim financial statements as of June 30, 2011
and for the six-month periods ended June 30, 2011 and 2010
(All amounts in USD thousands)
CONSOLIDATED CONDENSED INTERIM STATEMENTS OF FINANCIAL POSITION
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Notes |
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June 30, 2011 |
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December 31, 2010 |
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(Unaudited) |
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ASSETS |
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Non-current assets |
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Property, plant and equipment, net |
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7 |
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4,429,143 |
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4,262,896 |
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Intangible assets, net |
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8 |
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1,166,905 |
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1,129,348 |
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Investments in associated companies |
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8,613 |
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8,212 |
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Sidor financial asset |
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11 |
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74,549 |
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Other investments |
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31,928 |
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35,575 |
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Deferred tax assets |
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9,777 |
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12,387 |
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Receivables, net |
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93,996 |
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5,740,362 |
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56,471 |
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5,579,438 |
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Current assets |
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Receivables |
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92,905 |
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94,573 |
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Derivative financial instruments |
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3,756 |
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212 |
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Inventories, net |
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2,472,663 |
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1,953,390 |
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Trade receivables, net |
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872,490 |
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663,502 |
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Sidor financial asset |
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11 |
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195,432 |
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183,439 |
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Other investments |
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824,445 |
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848,400 |
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Cash and cash equivalents |
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1,444,654 |
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5,906,345 |
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1,779,416 |
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5,522,932 |
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Non-current assets classified as held for sale |
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12,159 |
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9,961 |
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5,918,504 |
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5,532,893 |
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Total assets |
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11,658,866 |
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11,112,331 |
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EQUITY |
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Capital and reserves attributable to the
companys equity holders |
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|
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|
|
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6,054,246 |
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|
|
|
|
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|
5,880,740 |
|
Non-controlling interest |
|
|
|
|
|
|
|
|
1,247,715 |
|
|
|
|
|
|
|
1,135,361 |
|
|
|
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|
|
|
|
|
|
|
|
|
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|
Total equity |
|
|
|
|
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|
7,301,961 |
|
|
|
|
|
|
|
7,016,101 |
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|
|
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|
|
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|
|
|
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LIABILITIES |
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Non-current liabilities |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Provisions |
|
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|
18,238 |
|
|
|
|
|
|
|
16,144 |
|
|
|
|
|
Deferred income tax |
|
|
|
|
871,610 |
|
|
|
|
|
|
|
877,742 |
|
|
|
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Other liabilities |
|
|
|
|
229,289 |
|
|
|
|
|
|
|
201,312 |
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|
|
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Trade payables |
|
|
|
|
21,968 |
|
|
|
|
|
|
|
|
|
|
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Derivative financial instruments |
|
|
|
|
9,270 |
|
|
|
|
|
|
|
18,822 |
|
|
|
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|
Borrowings |
|
|
|
|
1,192,164 |
|
|
|
2,342,539 |
|
|
|
1,426,574 |
|
|
|
2,540,594 |
|
|
|
|
|
|
|
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|
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|
|
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Current liabilities |
|
|
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|
|
|
|
|
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|
|
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|
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Current tax liabilities |
|
|
|
|
198,213 |
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|
|
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|
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|
294,902 |
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|
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Other liabilities |
|
|
|
|
134,327 |
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|
|
|
|
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|
123,610 |
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Trade payables |
|
|
|
|
843,628 |
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|
|
|
|
|
|
588,086 |
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|
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Derivative financial instruments |
|
|
|
|
28,765 |
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|
|
|
|
|
|
35,955 |
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|
|
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Borrowings |
|
|
|
|
809,433 |
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|
|
2,014,366 |
|
|
|
513,083 |
|
|
|
1,555,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
|
|
|
4,356,905 |
|
|
|
|
|
|
|
4,096,230 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity and liabilities |
|
|
|
|
|
|
|
|
11,658,866 |
|
|
|
|
|
|
|
11,112,331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingencies, commitments and restrictions to the distribution of profits are disclosed in
Note 10.
The accompanying notes are an integral part of these consolidated condensed interim financial
statements. These consolidated condensed interim financial statements should be read in conjunction
with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31,
2010.
-4-
TERNIUM S.A.
Consolidated condensed interim financial statements as of June 30, 2011
and for the six-month periods ended June 30, 2011 and 2010
(All amounts in USD thousands)
CONSOLIDATED CONDENSED INTERIM STATEMENTS OF CHANGES IN EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to the Companys equity holders (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial |
|
|
|
|
|
|
Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
Treasury |
|
|
public |
|
|
|
|
|
|
stock issue |
|
|
Currency |
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
stock |
|
|
shares |
|
|
offering |
|
|
Reserves |
|
|
discount |
|
|
translation |
|
|
Retained |
|
|
|
|
|
|
controlling |
|
|
|
|
|
|
(2) |
|
|
(3) |
|
|
expenses |
|
|
(4) |
|
|
(5) |
|
|
adjustment |
|
|
earnings |
|
|
Total |
|
|
interest |
|
|
Total Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2011 |
|
|
2,004,743 |
|
|
|
|
|
|
|
(23,295 |
) |
|
|
1,635,126 |
|
|
|
(2,324,866 |
) |
|
|
(517,432 |
) |
|
|
5,106,464 |
|
|
|
5,880,740 |
|
|
|
1,135,361 |
|
|
|
7,016,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
402,406 |
|
|
|
402,406 |
|
|
|
87,645 |
|
|
|
490,051 |
|
Other comprehensive income (loss) for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,216 |
|
|
|
|
|
|
|
61,216 |
|
|
|
(5,596 |
) |
|
|
55,620 |
|
Cash flow hedges, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,116 |
|
|
|
905 |
|
|
|
8,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,116 |
|
|
|
|
|
|
|
61,216 |
|
|
|
402,406 |
|
|
|
470,738 |
|
|
|
82,954 |
|
|
|
553,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid in cash (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(99,329 |
) |
|
|
|
|
|
|
|
|
|
|
(47,902 |
) |
|
|
(147,231 |
) |
|
|
|
|
|
|
(147,231 |
) |
Repurchase of own shares to Usiminas (3) |
|
|
|
|
|
|
(150,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(150,000 |
) |
|
|
|
|
|
|
(150,000 |
) |
Contributions from non-controlling shareholders in consolidated subsidiaries (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,400 |
|
|
|
29,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2011 (Unaudited) |
|
|
2,004,743 |
|
|
|
(150,000 |
) |
|
|
(23,295 |
) |
|
|
1,542,913 |
|
|
|
(2,324,866 |
) |
|
|
(456,217 |
) |
|
|
5,460,968 |
|
|
|
6,054,246 |
|
|
|
1,247,715 |
|
|
|
7,301,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Shareholders equity determined in accordance with accounting principles generally
accepted in Luxembourg is disclosed in Note 10 (iii). |
|
(2) |
|
The Company has an authorized share capital of a single class of 3.5 billion shares having a
nominal value of USD 1.00 per share. As of June 30, 2011, there were 2,004,743,442 shares issued.
All issued shares are fully paid. |
|
(3) |
|
See note 12. |
|
(4) |
|
Include legal reserve under Luxembourg law for USD 200.5 million, undistributable reserves
under Luxembourg law for USD 1.4 billion, hedge accounting reserve, net of tax effect, for USD
(14.4) million and reserves related to the acquisition of non-controlling interest in subsidiaries
according to IAS 27 for USD (58.5) million. |
|
(5) |
|
Represents the difference between book value of non-monetary contributions received from
shareholders under Luxembourg GAAP and IFRS. |
|
(6) |
|
Corresponds to the contribution made by Nippon Steel Corporation in Tenigal, S.R.L. de C.V. |
Dividends may be paid by Ternium to the extent distributable retained earnings calculated in
accordance with Luxembourg law and regulations exist. Therefore, retained earnings included in
these consolidated condensed interim financial statements may not be wholly distributable. See
Note 10 (iii).
The accompanying notes are an integral part of these consolidated condensed interim financial
statements. These consolidated condensed interim financial statements should be read in
conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended
December 31, 2010.
-5-
TERNIUM S.A.
Consolidated condensed interim financial statements as of June 30, 2011
and for the six-month periods ended June 30, 2011 and 2010
(All amounts in USD thousands)
CONSOLIDATED CONDENSED INTERIM STATEMENTS OF CHANGES IN EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to the Companys equity holders (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial |
|
|
|
|
|
|
Capital stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
public |
|
|
|
|
|
|
issue |
|
|
Currency |
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
stock |
|
|
offering |
|
|
Reserves |
|
|
discount |
|
|
translation |
|
|
Retained |
|
|
|
|
|
|
controlling |
|
|
|
|
|
|
(2) |
|
|
expenses |
|
|
(3) |
|
|
(4) |
|
|
adjustment |
|
|
earnings |
|
|
Total |
|
|
interest |
|
|
Total Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2010 |
|
|
2,004,743 |
|
|
|
(23,295 |
) |
|
|
1,726,216 |
|
|
|
(2,324,866 |
) |
|
|
(570,844 |
) |
|
|
4,484,388 |
|
|
|
5,296,342 |
|
|
|
964,897 |
|
|
|
6,261,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
392,885 |
|
|
|
392,885 |
|
|
|
82,900 |
|
|
|
475,785 |
|
Other comprehensive income (loss) for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,196 |
|
|
|
|
|
|
|
20,196 |
|
|
|
(13,442 |
) |
|
|
6,754 |
|
Cash flow hedges, net of tax |
|
|
|
|
|
|
|
|
|
|
2,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,013 |
|
|
|
257 |
|
|
|
2,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period |
|
|
|
|
|
|
|
|
|
|
2,013 |
|
|
|
|
|
|
|
20,196 |
|
|
|
392,885 |
|
|
|
415,094 |
|
|
|
69,715 |
|
|
|
484,809 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid in cash |
|
|
|
|
|
|
|
|
|
|
(100,237 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(100,237 |
) |
|
|
|
|
|
|
(100,237 |
) |
Dividends paid in cash by subsidiary companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38,304 |
) |
|
|
(38,304 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2010 (Unaudited) |
|
|
2,004,743 |
|
|
|
(23,295 |
) |
|
|
1,627,992 |
|
|
|
(2,324,866 |
) |
|
|
(550,648 |
) |
|
|
4,877,273 |
|
|
|
5,611,199 |
|
|
|
996,308 |
|
|
|
6,607,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Shareholders equity determined in accordance with accounting principles generally
accepted in Luxembourg is disclosed in Note 10 (iii). |
|
(2) |
|
The Company has an authorized share capital of a single class of 3.5 billion shares having a
nominal value of USD 1.00 per share. As of June 30, 2010, there were 2,004,743,442 shares issued.
All issued shares are fully paid. |
|
(3) |
|
Include legal reserve under Luxembourg law for USD 200.5 million, distributable reserves under
Luxembourg law for USD 101.4 million, undistributable reserves under Luxembourg law for USD 1.4
billion, hedge accounting reserve, net of tax effect, for USD (30.4) million and reserves related
to the acquisition of non-controlling interest in subsidiaries according to IAS 27 for USD (58.5)
million. |
|
(4) |
|
Represents the difference between book value of non-monetary contributions received from
shareholders under Luxembourg GAAP and IFRS. |
Dividends may be paid by Ternium to the extent distributable retained earnings calculated in
accordance with Luxembourg law and regulations exist. Therefore, retained earnings included in
these consolidated financial statements may not be wholly distributable. See Note 10 (iii).
The accompanying notes are an integral part of these consolidated condensed interim financial
statements. These consolidated condensed interim financial statements should be read in
conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended
December 31, 2010.
-6-
TERNIUM S.A.
Consolidated condensed interim financial statements as of June 30, 2011
and for the six-month periods ended June 30, 2011 and 2010
(All amounts in USD thousands)
CONSOLIDATED CONDENSED INTERIM STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six-month period ended |
|
|
|
|
|
June 30, |
|
|
|
Notes |
|
2011 |
|
|
2010 |
|
|
|
|
|
(Unaudited) |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
|
|
|
490,051 |
|
|
|
475,785 |
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
7 & 8 |
|
|
208,832 |
|
|
|
185,291 |
|
Income tax accruals less payments |
|
|
|
|
(143,043 |
) |
|
|
169,412 |
|
Equity in (earnings) losses of associated companies |
|
|
|
|
(453 |
) |
|
|
884 |
|
Interest accruals less payments |
|
|
|
|
11,128 |
|
|
|
402 |
|
Changes in provisions |
|
|
|
|
27,688 |
|
|
|
4,079 |
|
Changes in working capital |
|
|
|
|
(404,787 |
) |
|
|
(226,877 |
) |
Interest income Sidor financial asset |
|
11 |
|
|
(6,872 |
) |
|
|
(45,081 |
) |
Net foreign exchange results and others |
|
|
|
|
(113,240 |
) |
|
|
(31,594 |
) |
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
|
|
69,304 |
|
|
|
532,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
7 & 8 |
|
|
(277,237 |
) |
|
|
(150,083 |
) |
Decrease in other investments |
|
|
|
|
27,611 |
|
|
|
19,639 |
|
Proceeds from the sale of property, plant and equipment |
|
|
|
|
996 |
|
|
|
825 |
|
Proceeds from Sidor financial asset |
|
11 |
|
|
69,430 |
|
|
|
563,432 |
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities |
|
|
|
|
(179,200 |
) |
|
|
433,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
Dividends paid in cash to companys shareholders |
|
|
|
|
(147,231 |
) |
|
|
(100,237 |
) |
Dividends paid in cash by subsidiary companies |
|
|
|
|
|
|
|
|
(38,304 |
) |
Contributions from non-controlling shareholders in
consolidated subsidiaries |
|
|
|
|
29,400 |
|
|
|
|
|
Repurchase of treasury shares |
|
|
|
|
(150,000 |
) |
|
|
|
|
Proceeds from borrowings |
|
|
|
|
340,505 |
|
|
|
11,402 |
|
Repayments of borrowings |
|
|
|
|
(298,043 |
) |
|
|
(297,300 |
) |
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
|
|
(225,369 |
) |
|
|
(424,439 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) Increase in cash and cash equivalents |
|
|
|
|
(335,265 |
) |
|
|
541,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Movement in cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
At January 1, |
|
|
|
|
1,779,416 |
|
|
|
2,095,798 |
|
Effect of exchange rate changes |
|
|
|
|
503 |
|
|
|
(277 |
) |
(Decrease) Increase in cash and cash equivalents |
|
|
|
|
(335,265 |
) |
|
|
541,675 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at June 30, (1) |
|
|
|
|
1,444,654 |
|
|
|
2,637,196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
In addition, the Company had restricted cash of USD 911. As of June 30, 2010 there was no
restricted cash. Also, the Company had other investments with a maturity of more than three
months for USD 824,445 as of June 30, 2011. |
The accompanying notes are an integral part of these consolidated condensed interim financial
statements. These consolidated condensed interim financial statements should be read in conjunction
with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31,
2010.
-7-
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements
INDEX TO THE NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS
1 |
|
General information and basis of presentation |
|
2 |
|
Accounting policies |
|
3 |
|
Segment information |
|
4 |
|
Cost of sales |
|
5 |
|
Selling, general and administrative expenses |
|
6 |
|
Other financial income (expenses), net |
|
7 |
|
Property, plant and equipment, net |
|
8 |
|
Intangible assets, net |
|
9 |
|
Distribution of dividends |
|
10 |
|
Contingencies, commitments and restrictions on the distribution of profits |
|
11 |
|
Nationalization of Sidor |
|
12 |
|
Repurchase of Shares from Usiminas concurrently with secondary public offering |
|
13 |
|
Debt refinancing in Ternium Mexico |
|
14 |
|
Developments involving Siderar S.A.I.C. |
|
15 |
|
Related party transactions |
|
16 |
|
Recently issued accounting pronouncements |
-8-
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
1 General information and basis of presentation
Ternium S.A. (the Company or Ternium), was incorporated on December 22, 2003 to hold
investments in flat and long steel manufacturing and distributing companies. The Company has an
authorized share capital of a single class of 3.5 billion shares having a nominal value of USD 1.00
per share. As of June 30, 2011, there were 2,004,743,442 shares issued. All issued shares are fully
paid.
Following a corporate reorganization carried out during fiscal year 2005, in January 2006 the
Company successfully completed its registration process with the United States Securities and
Exchange Commission (SEC). Terniums ADSs began trading on the New York Stock Exchange under the
symbol TX on February 1, 2006. The Companys initial public offering was settled on February 6,
2006. On January 31, 2011, the Company filed with the SEC a registration statement on form F-3
relating to sales of equity and debt securities.
The Company was initially established as a public limited liability company (société anonyme) under
Luxembourgs 1929 holding company regime. Until termination of such regime on December 31, 2010,
holding companies incorporated under the 1929 regime (including the Company) were exempt from
Luxembourg corporate and withholding tax over dividends distributed to shareholders.
On January 1, 2011, the Company became an ordinary public limited liability company (société
anonyme) and, effective as from that date, the Company is subject to all applicable Luxembourg
taxes (including, among others, corporate income tax on its worldwide income) and its dividend
distributions will generally be subject to Luxembourg withholding tax. However, dividends received
by the Company from subsidiaries in high income tax jurisdictions, as defined under Luxembourg law,
will continue to be exempt from corporate income tax in Luxembourg under Luxembourgs participation
exemption.
In light of the impending termination of Luxembourgs 1929 holding company regime, in the fourth
quarter of 2010, the Company carried out a multi-step corporate reorganization, which included,
among other transactions, the contribution of all of the Companys assets and liabilities to a
wholly-owned, newly-incorporated Luxembourg subsidiary and the restructuring of indirect holdings
in certain subsidiaries. The reorganization was completed in December 2010, and resulted in a
non-taxable revaluation of the accounting value (under Luxembourg GAAP) of the Companys assets.
Following the completion of the corporate reorganization, and upon its conversion into an ordinary
Luxembourg holding company, the Company recorded a special reserve for tax purposes in a
significant amount. The Company expects that, as a result of its corporate reorganization, its
current overall tax burden will not increase, as all or substantially all of its dividend income
will come from high income tax jurisdictions. In addition, the Company expects that dividend
distributions for the foreseeable future will be imputed to the special reserve and therefore
should be exempt from Luxembourg withholding tax under current Luxembourg law.
The name and percentage of ownership of subsidiaries that have been included in consolidation in
these Consolidated Condensed Interim Financial Statements is disclosed in Note 2 to the audited
Consolidated Financial Statements for the year ended December 31, 2010.
Certain comparative amounts have been reclassified to conform to changes in presentation in the
current period.
The preparation of consolidated condensed interim financial statements requires management to make
estimates and assumptions that might affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities as of the date of the statement of financial
position, and also the reported amounts of revenues and expenses for the reported periods. Actual
results may differ from these estimates.
Material intercompany transactions and balances have been eliminated in consolidation. However, the
fact that the functional currency of the Companys subsidiaries differ, results in the generation
of foreign exchange gains and losses that are included in the consolidated condensed interim income
statement under Other financial income (expenses), net.
These Consolidated Condensed Interim Financial Statements have been approved for issue by the Board
of Directors of Ternium on August 3, 2011.
-9-
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
2 Accounting policies
These Consolidated Condensed Interim Financial Statements have been prepared in accordance with IAS
34, Interim Financial Reporting and are unaudited. These Consolidated Condensed Interim Financial
Statements should be read in conjunction with the audited Consolidated Financial Statements for the
year ended December 31, 2010, which have been prepared in accordance with International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board, and adopted
by the European Union.
Recently issued accounting pronouncements were applied by the Company as from their respective
dates.
These Consolidated Condensed Interim Financial Statements have been prepared following the same
accounting policies used in the preparation of the audited Consolidated Financial Statements for
the year ended December 31, 2010.
3 Segment information
Reportable operating segments
For management purposes, the Company is organized on a worldwide basis into the following segments:
flat steel products, long steel products and others.
The flat steel products segment comprises the manufacturing and marketing of hot rolled coils and
sheets, cold rolled coils and sheets, tin plate, welded pipes, hot dipped galvanized and
electro-galvanized sheets, pre-painted sheets and other tailor-made products to serve its
customers requirements.
The long steel products segment comprises the manufacturing and marketing of billets (steel in its
basic, semi-finished state), wire rod and bars.
The other products segment includes products other than flat and long steel, mainly pig iron,
pellets and pre-engineered metal buildings.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six-month period ended June 30, 2011 (Unaudited) |
|
|
|
Flat steel |
|
|
Long steel |
|
|
|
|
|
|
|
|
|
products |
|
|
products |
|
|
Other |
|
|
Total |
|
|
Net sales |
|
|
3,836,781 |
|
|
|
579,768 |
|
|
|
75,952 |
|
|
|
4,492,501 |
|
Cost of sales |
|
|
(2,970,618 |
) |
|
|
(428,115 |
) |
|
|
(46,436 |
) |
|
|
(3,445,169 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
866,163 |
|
|
|
151,653 |
|
|
|
29,516 |
|
|
|
1,047,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
expenses |
|
|
(342,645 |
) |
|
|
(48,011 |
) |
|
|
(8,095 |
) |
|
|
(398,751 |
) |
Other operating income (expenses), net |
|
|
(13,149 |
) |
|
|
3,824 |
|
|
|
413 |
|
|
|
(8,912 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
510,369 |
|
|
|
107,466 |
|
|
|
21,834 |
|
|
|
639,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation PP&E |
|
|
156,034 |
|
|
|
13,657 |
|
|
|
3,242 |
|
|
|
172,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six-month period ended June 30, 2010 (Unaudited) |
|
|
|
Flat steel |
|
|
Long steel |
|
|
|
|
|
|
|
|
|
products |
|
|
products |
|
|
Other |
|
|
Total |
|
|
Net sales |
|
|
3,088,825 |
|
|
|
387,516 |
|
|
|
100,898 |
|
|
|
3,577,239 |
|
Cost of sales |
|
|
(2,287,743 |
) |
|
|
(273,064 |
) |
|
|
(51,827 |
) |
|
|
(2,612,634 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
801,082 |
|
|
|
114,452 |
|
|
|
49,071 |
|
|
|
964,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
expenses |
|
|
(275,042 |
) |
|
|
(28,123 |
) |
|
|
(9,353 |
) |
|
|
(312,518 |
) |
Other operating income (expenses), net |
|
|
127 |
|
|
|
393 |
|
|
|
79 |
|
|
|
599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
526,167 |
|
|
|
86,722 |
|
|
|
39,797 |
|
|
|
652,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation PP&E |
|
|
138,652 |
|
|
|
9,474 |
|
|
|
3,092 |
|
|
|
151,218 |
|
-10-
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
3 Segment information (continued)
Geographical information
Ternium sells its products to three main geographical areas: South and Central America, North
America, and Europe and others. The North American area comprises principally United States, Canada
and Mexico. The South and Central American area comprises principally Argentina, Colombia, Chile,
Paraguay, Ecuador, Guatemala, Costa Rica and Brazil.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six-month period ended June 30, 2011 (Unaudited) |
|
|
|
South and |
|
|
|
|
|
|
|
|
|
|
|
|
Central America |
|
|
North America |
|
|
Europe and other |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
|
1,939,792 |
|
|
|
2,515,387 |
|
|
|
37,322 |
|
|
|
4,492,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation PP&E |
|
|
71,341 |
|
|
|
101,580 |
|
|
|
12 |
|
|
|
172,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six-month period ended June 30, 2010 (Unaudited) |
|
|
|
South and |
|
|
|
|
|
|
|
|
|
|
|
|
Central America |
|
|
North America |
|
|
Europe and other |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
|
1,384,632 |
|
|
|
2,128,516 |
|
|
|
64,091 |
|
|
|
3,577,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation PP&E |
|
|
53,310 |
|
|
|
97,899 |
|
|
|
9 |
|
|
|
151,218 |
|
4 Cost of sales
|
|
|
|
|
|
|
|
|
|
|
Six-month period ended |
|
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
Inventories at the beginning of the year |
|
|
1,953,390 |
|
|
|
1,350,568 |
|
Translation differences |
|
|
30,427 |
|
|
|
8,014 |
|
Plus: Charges for the period |
|
|
|
|
|
|
|
|
Raw materials and consumables used and other movements |
|
|
3,150,217 |
|
|
|
2,236,924 |
|
Services and fees |
|
|
121,631 |
|
|
|
82,480 |
|
Labor cost |
|
|
281,978 |
|
|
|
239,304 |
|
Depreciation of property, plant and equipment |
|
|
165,820 |
|
|
|
142,455 |
|
Amortization of intangible assets |
|
|
7,111 |
|
|
|
9,117 |
|
Maintenance expenses |
|
|
169,271 |
|
|
|
163,182 |
|
Office expenses |
|
|
3,524 |
|
|
|
3,180 |
|
Freight and transportation |
|
|
24,842 |
|
|
|
15,911 |
|
Insurance |
|
|
3,531 |
|
|
|
3,915 |
|
Charge (Recovery) of obsolescence allowance |
|
|
10,114 |
|
|
|
(1,954 |
) |
Recovery from sales of scrap and by-products |
|
|
(20,346 |
) |
|
|
(22,533 |
) |
Others |
|
|
16,322 |
|
|
|
12,573 |
|
|
|
|
|
|
|
|
|
|
Less: Inventories at the end of the period |
|
|
(2,472,663 |
) |
|
|
(1,630,502 |
) |
|
|
|
|
|
|
|
Cost of Sales |
|
|
3,445,169 |
|
|
|
2,612,634 |
|
|
|
|
|
|
|
|
-11-
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
5 Selling, general and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
Six-month period ended |
|
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
|
(Unaudited) |
|
Services and fees |
|
|
34,891 |
|
|
|
26,870 |
|
Labor cost |
|
|
91,464 |
|
|
|
75,614 |
|
Depreciation of property plant and equipment |
|
|
7,113 |
|
|
|
8,763 |
|
Amortization of intangible assets |
|
|
28,788 |
|
|
|
24,956 |
|
Maintenance and expenses |
|
|
7,826 |
|
|
|
3,922 |
|
Taxes |
|
|
59,095 |
|
|
|
42,259 |
|
Office expenses |
|
|
16,748 |
|
|
|
15,532 |
|
Freight and transportation |
|
|
139,479 |
|
|
|
106,328 |
|
Increase (Decrease) of allowance for doubtful accounts |
|
|
310 |
|
|
|
(493 |
) |
Others |
|
|
13,037 |
|
|
|
8,767 |
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
398,751 |
|
|
|
312,518 |
|
|
|
|
|
|
|
|
6 Other financial income (expenses), net
|
|
|
|
|
|
|
|
|
|
|
Six-month period ended |
|
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
|
(Unaudited) |
|
Net foreign exchange gain |
|
|
93,241 |
|
|
|
68,194 |
|
Change in fair value of derivative instruments |
|
|
6,540 |
|
|
|
(804 |
) |
Debt issue costs |
|
|
(2,566 |
) |
|
|
(2,289 |
) |
Others |
|
|
(3,162 |
) |
|
|
(3,023 |
) |
|
|
|
|
|
|
|
Other financial income (expenses), net |
|
|
94,053 |
|
|
|
62,078 |
|
|
|
|
|
|
|
|
7 Property, plant and equipment, net
|
|
|
|
|
|
|
|
|
|
|
Six-month period ended |
|
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
|
(Unaudited) |
|
At the beginning of the year |
|
|
4,262,896 |
|
|
|
4,040,415 |
|
|
|
|
|
|
|
|
|
|
Currency translation differences |
|
|
89,768 |
|
|
|
41,325 |
|
Additions |
|
|
252,252 |
|
|
|
139,392 |
|
Disposals |
|
|
(2,842 |
) |
|
|
(4,462 |
) |
Depreciation charge |
|
|
(172,933 |
) |
|
|
(151,218 |
) |
|
|
|
|
|
|
|
At the end of the period |
|
|
4,429,143 |
|
|
|
4,065,452 |
|
|
|
|
|
|
|
|
-12-
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
8 Intangible assets, net
|
|
|
|
|
|
|
|
|
|
|
Six-month period ended |
|
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
|
(Unaudited) |
|
At the beginning of the year |
|
|
1,129,348 |
|
|
|
1,085,412 |
|
|
|
|
|
|
|
|
|
|
Currency translation differences |
|
|
48,471 |
|
|
|
32,780 |
|
Additions |
|
|
24,985 |
|
|
|
10,691 |
|
Amortization charge |
|
|
(35,899 |
) |
|
|
(34,073 |
) |
|
|
|
|
|
|
|
At the end of the period |
|
|
1,166,905 |
|
|
|
1,094,810 |
|
|
|
|
|
|
|
|
9 Distribution of dividends
During the annual general shareholders ´ meeting held on June 1, 2011, the shareholders approved the
consolidated financial statements and unconsolidated annual accounts for the year ended December
31, 2010 and a distribution of dividends of USD 0.075 per share (USD 0.75 per ADS), or USD 150.4
million. The dividends were paid on June 9, 2011. See note 12.
10 Contingencies, commitments and restrictions on the distribution of profits
This note should be read in conjunction with Note 27 to the Companys audited Consolidated
Financial Statements for the year ended December 31, 2010. Significant changes or events since the
date of issue of such financial statements are as follows:
(i) Siderar
Siderar, within the investment plan, has entered into several commitments to acquire new production
equipment for a total consideration of USD 145.6 million.
Siderar is a party to a long-term contract with Air Liquide Argentina S.A. for the supply of
oxygen, nitrogen and argon. The agreement requires Siderar to take or pay minimum daily amounts of
these gases for an aggregate amount of USD 61.7 million to satisfy Siderars current production
needs through 2021, and to make incremental purchases of these gases for an aggregate amount of USD
114.2 million to satisfy the requirements through 2025 of a new separation facility to be
constructed as part of Siderars expansion plan. As a result of the several global crisis that
began in 2008 and the uncertainties surrounding the evolution of steel demand in the domestic and
global markets, the parties engaged in discussions for the renegotiation of the contract. In
February 2011, Siderar and Air Liquide Argentina reached agreement on the terms of the
renegotiation; the obligations of the parties under the agreement related to the new separation
facility were suspended through March 31, 2012, and Siderar agreed to purchase from Air Liquide
Argentine certain equipment for an aggregate amount of approximately USD 22.3 million. If Siderar
were to resume its expansion plan on or prior to March 31, 2012, Air Liquide would be required to
repurchase that equipment, and all of the parties obligations under the contract would be
reinstated; otherwise, all rights and obligations relating to the new separation plant and the
related supply of gases would terminate automatically on March 31, 2012, and Siderar would be
required to pay to Air Liquide Argentina an aggregate amount currently estimated at USD 12 million.
Siderar assumed fixed commitments for the purchase of raw materials for a total amount of USD 609.9
million.
-13-
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
10 Contingencies, commitments and restrictions on the distribution of profits (continued)
(ii) Steel supply contracts
Grupo Imsa (now Ternium Mexico), together with Grupo Marcegaglia, Duferco International Investment
Holding and DonkukDongkuk Steel Mill Co., were parties to a ten-year steel slab off-take framework
agreement with Corus UK Limited (now Tata Steel UK Limited) dated as of December 16, 2004, which
was supplemented by bilateral off-take agreements. Under the agreements, the off-takers could be
required to purchase, in the aggregate, approximately 78% of the steel slab production of Corus
Teesideformer Teesside facility in the North East of England, of which Grupo Imsas share was
15.38%, or approximately USD 0.5 million tons per year, of the total production.
In addition, the off-takers were required to make, in the aggregate and according to their
respective pro rata shares, significant payments to Corus to finance capital expenditures. In
December 2007, all of Grupo Imsas rights and obligations under this contract were assigned to
Ternium Procurement S.A. (formerly known as Alvory S.A.).
On April 7, 2009, Ternium Procurement S.A., together with the other off-takers, declared the early
termination of the off-take framework agreement and their respective off-take agreements with Corus
pursuant to a provision allowing the off-takers to terminate the agreements upon the occurrence of
certain events specified in the off-take framework agreement. Corus initially denied the occurrence
of the alleged termination event, stated that it would pursue specific performance and initiated an
arbitration proceeding against the off-takers and Ternium Mexico (as guarantor of Ternium
Procurements obligations) seeking damages arising out of the alleged wrongful termination of the
off-take agreements, which damages Corus did not quantify but stated that would exceed USD 150
million (approximately USD 29.7 million in the case of Ternium Procurement), the maximum aggregate
cap on liability that the off-takers would have under the off-take framework agreement (a
limitation that Corus disputed). In addition, Corus threatened to submit to arbitration further
claims in tort against the off-takers, and also threatened to submit such claims against certain
third-parties to such agreements, including the Company. The off-takers and Ternium Mexico, in
turn, denied Corus claims and brought counterclaims against Corus which, in the aggregate, would
also be greater than USD 150 million.
On May 12, 2009, Corus, by a letter from its lawyers, alleged that the off-takerss termination
notice amounted to a repudiatory breach of the agreements and stated that it accepted that the
agreements had come to an end and that it would no longer pursue a claim for specific performance
in the arbitration; the claim for damages, for all losses caused by the alleged off-takers
wrongful repudiation of the agreements, however, would be maintained. On July 9, 2009, Corus
submitted an amended request for arbitration adding tortious claims against the off-takers and
adding to its claims the payment of punitive or exemplary damages.
On December 21, 2010, the arbitration tribunal issued a partial final award where it held that the
off-takers had invalidly terminated the off-take agreements. The tribunal also held that the
maximum aggregate USD 150 million liability cap (out of which approximately USD 29.7 million
corresponds to Ternium Procurement) provided in the off-take framework agreement applied to all of
Coruss claims against the off-takers, including tort as well as contract claims. The tribunal
formally admitted new claims and counterclaims into the arbitration proceedings on April 10, 2011.
On April 15, 2011, the arbitration tribunal issued a second partial final award where it held that
the off-takers should pay to the claimant GBP 1.6 million for its reasonable legal and other costs
incurred before the first partial final award. The off-takers paid that amount around mid May. In
addition, on May 27, 2011, the off-takers paid to Tata an aggregate amount of USD 16.3 million (of
which Ternium Procurement paid USD 3.2 million) as indemnification for one of its claims under the
arbitration proceedings.
On June 16, 2011, Tata, the off-takers and Ternium Mexico settled the dispute, and the off-takers,
in exchange for a full release and discharge of each of them and their respective representatives
and affiliates, from all claims and disputes that Tata may have against any of them in relation to
the off-take framework agreement and its related agreements, agreed to pay to Tata an aggregate
amount of USD 124 million (including the USD16.3 million previously paid) and authorized their
agent under the off-take agreements to transfer to Tata UK£1.8 million and 0.5 million which had
been received by the agent from the off-takers under the off-take framework agreement before the
early termination of such agreement. Ternium Procurement paid to Tata its share of the settlement
amount (i.e., USD21.3 million) on June 17, 2011.
-14-
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
10 Contingencies, commitments and restrictions on the distribution of profits (continued)
On June 21, 2011, Tata notified the arbitration tribunal that the arbitration proceedings were
withdrawn. On July 8, 2011 and as a consequence of the settlement reached among the parties, the
tribunal declared the termination of the arbitration proceedings.
(iii) Restrictions on the distribution of profits
Under Luxembourg law, at least 5% of net income per year calculated in accordance with Luxembourg
law and regulations must be allocated to a reserve until such reserve equals 10% of the share
capital. At December 31, 2010, this reserve reached the above-mentioned threshold.
As of December 31, 2010, Ternium may pay dividends up to USD 6.3 billion in accordance with
Luxembourg law and regulations.
Shareholders equity under Luxembourg law and regulations comprises the following captions:
|
|
|
|
|
|
|
At December 31, |
|
|
|
2010 |
|
Share capital |
|
|
2,004,743 |
|
Legal reserve |
|
|
200,474 |
|
Distributable reserves |
|
|
101,437 |
|
Non distributable reserves (1) |
|
|
1,414,122 |
|
Accumulated profit at December 31, 2010 |
|
|
6,201,934 |
|
|
|
|
|
Total shareholders equity under Luxembourg GAAP |
|
|
9,922,710 |
|
|
|
|
|
|
|
|
(1) |
|
As a result of the repurchase of its own shares from Usiminas on February 15, 2011 (see
note 12), the Company is required under applicable Luxembourg law to create a new
non-distributable reserve in the amount of USD 150 million. |
11 Nationalization of Sidor
On March 31, 2008, Ternium S.A. (the Company) controlled approximately 59.7% of Sidor, while
Corporación Venezolana de Guayana, or CVG (a Venezuelan governmental entity), and Banco de
Desarrollo Económico y Social de Venezuela, or BANDES (a bank owned by the Venezuelan government),
held approximately 20.4% of Sidor and certain Sidor employees and former employees held the
remaining 19.9% interest.
Further to several threats of nationalization and various adverse interferences with management in
preceding years, on April 8, 2008, the Venezuelan government announced its intention to take
control over Sidor. On April 29, 2008, the National Assembly of Venezuela passed a resolution
declaring that the shares of Sidor, together with all of its assets, were of public and social
interest, and authorizing the Venezuelan government to take any action it deemed appropriate in
connection with any such assets, including expropriation. Subsequently, Decree Law 6058 of the
President of Venezuela dated April 30, 2008, ordered that Sidor and its subsidiaries and associated
companies be transformed into state-owned enterprises (empresas del Estado), with the government
owning not less than 60% of their share capital. On July 12, 2008, Venezuela, acting through CVG,
assumed operational control and complete responsibility for Sidors operations, and Sidors board
of directors ceased to function. However, negotiations between the Venezuelan government and the
Company regarding the terms of the compensation continued over several months, and the Company
retained formal title over the Sidor shares during that period.
On May 7, 2009, the Company completed the transfer of its entire 59.7% interest in Sidor to CVG.
The Company agreed to receive an aggregate amount of USD 1.97 billion as compensation for its Sidor
shares. Of that amount, CVG paid USD 400 million in cash at closing. The balance was divided in two
tranches: the first tranche of USD 945 million was scheduled to be paid in six equal quarterly
installments beginning in August 2009 until November 2010, while the second tranche would be due in
November 2010, subject to quarterly mandatory prepayment events based on the increase of the WTI
crude oil price over its May 6, 2009 level. Under the agreements with CVG and Venezuela, in the
event of non-compliance by CVG with its payment obligations, the Company reserved the rights and remedies that it had prior to the transfer
of the Sidor shares in relation to any claim against Venezuela, subject to certain limitations,
including that the Company may not claim an amount exceeding the outstanding balance due from CVG.
-15-
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
11 Nationalization of Sidor (continued)
CVG made all payments required to be made under the agreements governing the transfer of Sidor to
Venezuela except for the final payment due on November 8, 2010. On December 18, 2010, Ternium
reached an agreement with CVG, on the rescheduling of the unpaid balance, which amounted to USD
257.4 million. As provided in the refinancing agreement, CVG paid USD 7.0 million to Ternium in
January 2011, and CVG is required to pay the remainder in five quarterly installments, beginning on
February 15, 2011 and ending on February 15, 2012. In addition, Ternium continues to reserve all of
its rights under contracts, investment treaties and Venezuelan and international law in the event
of non-payment of the amounts still owing to it. As security for the payment of the outstanding
balance, Ternium received, duly endorsed in its favor, promissory notes issued by Energía Argentina
S.A. (Enarsa) and Compañía Administradora del Mercado Mayorista Eléctrico S.A. (Cammesa) (both
companies owned by the Argentine government) to PDVSA Petróleo S.A. (a company owned by the
Venezuelan government). The first and second installments (of USD 31.2 million each) were paid on
February 16 and May 17, 2011, respectively.
The payments so rescheduled bear interest at 6.3% annual rate and, accordingly, the carrying amount
of the receivable does not differ significantly from the net present value, at market rates, of the
expected cash flows thereunder. At June 30, 2011, following the receipt of USD 1,790.4 million in
cash payments in the aggregate, the carrying amount of the Sidor financial asset amounted to USD
195.4 million (all of which were current).
In the six-month period ended June, 2011 and 2010, the Company recorded gains in the amount of USD
6.9 million and USD 45.1 million, respectively. These gains are included in Interest income
Sidor financial asset in the Income Statement and represent the accretion income over the
receivable held against CVG.
12 Repurchase of Shares from Usiminas concurrently with secondary public offering
On January 31, 2011, Ternium entered into a transaction and registration rights agreement with its
14.3% shareholder Usinas Siderúrgicas de Minas Gerais S.A. Usiminas (Usiminas) and Techint
Holdings S.à.r.l. (Techint). The transaction and registration rights agreement provided, among
other things, for a SEC-registered underwritten public offering of up to all of Ternium shares held
by Usiminas (less the number of shares that Ternium and Techint agreed to purchase as discussed
below) in the form of ADSs listed on the New York Stock Exchange. Neither Ternium nor Techint
offered to sell any Ternium shares or ADSs in the public offering.
On February 9, 2011, Ternium and Techint, following the pricing of the underwritten public offering
mentioned above, entered into purchase agreements with Usiminas relating to their concurrent
purchase transactions of Ternium shares. Under these agreements, on February 15, 2011, Ternium and
Techint purchased from Usiminas 41,666,666 and 27,777,780 Ternium shares for a total consideration
of USD 150 million and USD 100 million, respectively. In connection with the sale of Terniums
shares by Usiminas, Ternium collected a USD 10.2 million fee, included in Other operating income
(expenses), net and was reimbursed of all expenses relating to the offering and concurrent
purchase.
Following consummation of these transactions, Techint owns directly 62.02% of the Companys share
capital and Tenaris holds directly 11.46% of the Companys share capital (both including treasury
shares) and Usiminas will no longer own any Ternium shares. In addition, the two members of
Terniums board of directors nominated by Usiminas resigned from the Ternium board.
Related to the dividends distributed on June 9, 2011, and as these treasury shares are hold by one
of Terniums subsidiaries, the dividends attributable to these treasury shares amounting to USD 3.1
million were included in equity as less dividend paid.
-16-
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
13 Debt refinancing in Ternium Mexico
On April 6, 2011, the Companys subsidiary Ternium Mexico, S.A. de C.V. (Ternium Mexico), Crédit
Agricole Corporate and Investment Bank, acting as Administrative Agent, and certain banks parties
to a loan agreement dated as of July 12, 2007, partially refinanced a syndicated loan facility that
had been incurred to finance Terniums 2007 acquisition of Grupo Imsa, a company subsequently
merged into Ternium Mexico.
The outstanding balance of the facility refinanced amounted to USD 1.0 billion. As part of the
refinancing, the final maturity date of bank loans in a principal amount of USD 0.8 billion was
extended to July 23, 2014 (with the extended loans being payable in four consecutive and equal
semi-annual installments commencing on January 26, 2013), and the applicable margin structure for
the extended loans was amended. On July 26, 2012, Ternium Mexico will repay the remaining USD 0.2
billion principal amount of the loans that were not refinanced.
14 Developments involving Siderar S.A.I.C.
As of June 30, 2011, 25.97% of Siderars equity was held by the Administración Nacional de la
Seguridad Social (ANSeS), Argentinas governmental social security agency. ANSeS became a
significant shareholder of Siderar in the last quarter of 2008 as a result of the nationalization
of Argentinas private pension system. Investments held by the private pension funds were subject
to certain restrictions, including a cap preventing them to exercise more than 5% of any companys
voting rights (regardless of their share participation in any such company), and the act of
Congress ordering the transfer of assets from the private pension funds to ANSeS provided that all
limitations applicable to the pension funds would continue to apply to ANSeS. However, on April 13,
2011, the Argentine Executive Branch issued Decree 441/2011, which purports to abrogate the 5% cap
on voting rights, thereby allowing ANSeS to vote its shares cumulatively and appoint up to three
out of eleven members of Siderars board of directors and one out of three members of Siderars
surveillance committee. Ternium believes that Decree 441/2011 is unconstitutional based on, among
other reasons, the absence of the urgency grounds that must be met for an act of Congress to be
amended by a decree of the Executive Branch.
On April 15, 2011, Siderars annual general shareholders meeting approved, among other things, a
dividend payment of AR$1.5 billion (US$362 million) payable out of Siderars results for fiscal
year 2010. At that meeting, Ternium objected to the exercise by ANSeS of voting rights in excess of
the 5% cap; however, ANSeS was allowed to record its vote as though the 5% restriction did not
apply. Although the ANSeS representative voted against the dividend payment and most of other
resolutions proposed by Siderars board of directors, ANSeS did not prevail in any vote, even
computing its votes without giving effect to the voting cap. Following the dividend approval, the
annual shareholders meeting was suspended until May 11, 2011.
After the meeting, the Comisión Nacional de Valores (CNV), Argentinas securities regulator,
declared Siderars shareholders meeting void for administrative purposes. Siderar challenged in
court the CNV resolution voiding Siderars shareholders meeting and Ternium took legal action
against Decree 441/2011. On May 6, 2011, the CNV issued another resolution, requesting Siderar to
convene a new shareholders meeting. Siderar filed an appeal against this new CNV resolution. In
addition, on May 11, 2011, at Terniums request, the Commercial Court of Appeals of the City of
Buenos Aires authorized Siderar to maintain its annual shareholders meeting suspended for 60 days.
However, Siderars board of directors convened a new general shareholders meeting to be held on
July 21, 2011.
In May 2011, Siderar also received notice of a preliminary injunction issued by a commercial court
in the City of Buenos Aires at ANSeS request. The injunction suspended the execution of certain
resolutions taken by Siderars April 15, 2011 shareholders meeting (including the allocation of
results for fiscal year 2010) and prevented Siderar from distributing dividends out of its results
or reserves for the fiscal year 2010. Siderar filed an appeal against the court decision in
accordance with applicable law.
On May 27, 2011, a federal prosecutor requested a federal criminal court in the City of Buenos
Aires to investigate whether the members of Siderars board of directors should be subject to
criminal penalties as a result of Siderars failure to provide additional information on the
allocation of Siderars AR$6.5 billion (or US$1.5 billion) special reserve for future dividends or
to distribute a higher amount of dividends out of the special reserve. The special reserve, which
was created in 2003 and increased over time, had not previously been objected to or challenged by
Siderars shareholders or any regulatory authority. Ternium believes that the prosecutors
allegations are unsupported.
-17-
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
14 Developments involving Siderar S.A.I.C. (continued)
In addition, on June 2, 2011, the CNV instituted administrative proceedings against the members of
Siderars board of directors and surveillance committee. These proceedings are intended to
determine if these persons breached their legal duties by preventing ANSeS from exercising its
voting rights in excess of the 5% cap at the April 15, 2011 shareholders meeting. These
proceedings are currently ongoing.
At a new general meeting of Siderars shareholders held on July 21, 2011, Terniums representative
stated that Terniums presence at the meeting should not be construed as a waiver of its rights or
as a consent to the above described CNV resolutions or related proceedings. Similarly, Siderars
president stated, on behalf of Siderar and of all members of Siderars board of directors, that
their presence at the meeting should not be construed as a waiver of their rights or as a
withdrawal of previously filed appeals. These statements were also shared by the remaining members
of Siderars surveillance committee present at the meeting. The meeting subsequently approved (with
the vote of all shareholders present, including ANSeS) a dividend of AR$1.5 billion (approximately
US$362 million), payable out of Siderars 2010 results. This dividend payment, which was identical
to (but not cumulative with) the payment approved on April 15, 2010, will be made available to
shareholders (including Ternium) within the term provided under applicable laws and regulations,
but only upon receipt by Siderar of a court decision revoking the preliminary injunction issued at
ANSeS request in May 2010. Siderar was instructed to make, and ANSeS undertook to make, any court
filings that may be required to allow payment of the dividend so approved. In addition, the
shareholders meeting instructed Siderars board of directors to convene a new shareholders
meeting, to be held prior to December 31, 2011, to consider the distribution or reallocation of the
amounts booked as special reserve for future dividends, voluntary reserve and deferred results in
Siderars shareholders equity. Finally, the meeting decided on the composition of Siderars board
of directors and surveillance committee; Ternium appointed the majority of the members of each of
the board of directors and the surveillance committee, while ANSeS appointed three out of eleven
members of the board of directors and one out of three members of the surveillance committee.
15 Related party transactions
As of June 30, 2011, Techint owned 62.02% of the Companys share capital and Tenaris held 11.46%,
of the Companys share capital. Each of Techint and Tenaris were controlled by San Faustin S.A., a
Luxembourg company (San Faustin). Rocca & Partners Stichting Administratiekantoor Aandelen San
Faustin (RP STAK), a Dutch private foundation (Stichting), held shares in San Faustin sufficient
in number to control San Faustin. No person or group of persons controls RP STAK.
The following transactions were carried out with related parties:
|
|
|
|
|
|
|
|
|
|
|
Six-month period ended |
|
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
|
(Unaudited) |
|
(i) Transactions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Sales of goods and services |
|
|
|
|
|
|
|
|
Sales of goods to other related parties |
|
|
45,618 |
|
|
|
86,929 |
|
Sales of services and others to associated parties |
|
|
38 |
|
|
|
38 |
|
Sales of services and others to other related parties |
|
|
1,487 |
|
|
|
1,191 |
|
|
|
|
|
|
|
|
|
|
|
47,143 |
|
|
|
88,158 |
|
|
|
|
|
|
|
|
(b) Purchases of goods and services |
|
|
|
|
|
|
|
|
Purchases of goods from other related parties |
|
|
(28,117 |
) |
|
|
(21,021 |
) |
Purchases of services and others from associated parties |
|
|
(20,193 |
) |
|
|
(15,182 |
) |
Purchases of services and others from other related
parties |
|
|
(56,890 |
) |
|
|
(58,727 |
) |
|
|
|
|
|
|
|
|
|
|
(105,199 |
) |
|
|
(94,930 |
) |
|
|
|
|
|
|
|
(c) Financial results |
|
|
|
|
|
|
|
|
Income with associated parties |
|
|
54 |
|
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
54 |
|
|
|
30 |
|
|
|
|
|
|
|
|
-18-
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
15 Related party transactions (continued)
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2011 |
|
|
2010 |
|
|
|
(Unaudited) |
|
|
|
|
(ii) Period-end balances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Arising from sales/purchases of goods/services |
|
|
|
|
|
|
|
|
Receivables from associated parties |
|
|
436 |
|
|
|
368 |
|
Receivables from other related parties |
|
|
25,243 |
|
|
|
11,424 |
|
Advances to suppliers with other related parties |
|
|
1,121 |
|
|
|
2,101 |
|
Payables to associated parties |
|
|
(2,110 |
) |
|
|
(1,953 |
) |
Payables to other related parties |
|
|
(46,064 |
) |
|
|
(42,048 |
) |
|
|
|
|
|
|
|
|
|
|
(21,375 |
) |
|
|
(30,108 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) Other investments |
|
|
|
|
|
|
|
|
Time deposit |
|
|
17,758 |
|
|
|
18,086 |
|
|
|
|
|
|
|
|
|
|
|
17,758 |
|
|
|
18,086 |
|
|
|
|
|
|
|
|
16 Recently issued accounting pronouncements
(i) International Accounting Standard 19 (amended 2011), Employee benefits
In June 2011, the IASB issued IAS 19 (amended 2011), Employee benefits, which makes significant
changes to the recognition and measurement of defined benefit pension expense and termination
benefits, and to the disclosures for all employee benefits. IAS 19 (amended 2011) must be applied
for annual periods beginning on or after 1 January 2013.
(ii) International Accounting Standard 1 (amended 2011), Presentation of financial
statements
In June 2011, the IASB issued IAS 1 (amended 2011), Presentation of financial statements. The
amendment requires entities to separate items presented in Other Comprehensive Income into two
groups, based on whether or not they may be recycled to profit or loss in the future. IAS 1
(amended 2011) must be applied for annual periods beginning on or after 1 July 2012.
(iii) International Financial Reporting Standard 10, Consolidated financial statements
In May 2011, the IASB issued IFRS 10, Consolidated financial statements. IFRS 10 replaces all of
the guidance on control and consolidation in IAS 27 and SIC-12. IFRS 10 must be applied for annual
periods beginning on or after 1 January 2013.
(iv) International Financial Reporting Standard 11, Joint arrangements
In May 2011, the IASB issued IFRS 11, Joint arrangements. IFRS 11 sets out the core principle
that a party to a joint arrangement determines the type of joint arrangement in which it is
involved by assessing its rights and obligations and accounts for those rights and obligations in
accordance with that defined type of joint arrangement. IFRS 11 must be applied for annual periods
beginning on or after 1 January 2013.
(v) International Financial Reporting Standard 12, Disclosures of interest in other entities
In May 2011, the IASB issued IFRS 12, Disclosures of interest in other entities. This standard
includes the disclosure requirements for all forms of interest in other entities. IFRS 12 must be
applied for annual periods beginning on or after 1 January 2013.
-19-
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
16 Recently issued accounting pronouncements (continued)
(vi) International Financial Reporting Standard 13, Fair value measurement
In May 2011, the IASB issued IFRS 13, Fair value measurement. IFRS 13 explains how to measure
fair value and aims to enhance fair value disclosures. IFRS 13 must be applied for annual periods
beginning on or after 1 January 2013.
These standards, amendments to standards and interpretations are not effective for the financial
year beginning January 1, 2011 and have not been early adopted.
The Companys management has not assessed the potential impact that the application of these
standards may have on the Companys financial condition or results of operations.
Pablo Brizzio
Chief Financial Officer
-20-